(“IamFire” or the “company”)
Audited Final Results to 30 April 2021
28 October 2021
Strategic Report for the year ended 30 April 2021
REVIEW OF BUSINESS
I am pleased to be addressing the shareholders with the Strategic Report for the Year Ended 30 April 2021. The Company has broadened its investment policies, consolidated a number of compelling investments, raised capital through both debt and equity and continually looked to augment its Board of Directors as IamFire plc takes strides in developing as an Investment Issuer focused on delivering exposure to asset classes that the Board believes to offer opportunities to generate attractive returns on investment.
It has been a highly active period for the Company to the year ended 30 April 2021 and the Company has created two internal investment divisions with which to execute the Company's investment mandate.
The Directors of the Company do not recommend the payment of a dividend for the period to 30 April 2021.
1. High Growth Investment Division (HG)
The HG investment division focuses on companies that have reached a critical point of growth and need to access specialised capital investment, public market exits or trade sales. IamFire plc will look to opportunities globally where companies have robust balance sheets, strong growth profiles and management teams that can deliver without significant additional augmentation.
2. Asset Augmentation Investment Division (AA)
The AA investment division has been designed to look at distressed asset situations that IamFire plc can seek to augment through a broad-restructure, recapitalisation and through the injection of additional management and directors.
Investments completed to the Year Ended 30 April 2021 Bio2pure Limited (10% Investment Interest) [HG]
Bio2pure is a British biotechnology company with its manufacturing facility and R&D facilities in the Northwest of England.
Its principal technology is an advanced bioremediation solution which has multiple applications including cleaning large and small bodies of water (lakes and ponds), increasing efficiency in wastewater and sewage treatment plants, land remediation and unblocking sewage drains.
To date the technology has successfully treated over 1 trillion litres of water. As a result of the COVID-19 pandemic, the company is also researching the possibility of using some of its partners technology to combat the current risks caused by enveloped viruses including COVID-19 for the retail, industrial and medical markets.
The company is chaired by Mr John Leat, an international businessman with over 40 years of experience as a major project manager, investor and delegate, previously working for Sheikh Mohammed bin Rashid Al Maktoum. The science and technology have been pioneered by the founder and Chief Executive Officer, Dr Anthony Davies, who has worked in the field of biological treatments and processes for his entire career.
Bio2pure two main technologies to support its corporate vision are:
Biotechnology through the deployment of proprietary "good" bacteria. This hydrolytic enzyme technology has successfully treated over 1 trillion litres of water. Hugely positive results have been observed in numerous other projects including land remediation, unblocking of major drains, and increasing the efficiency of wastewater plants throughout the world.
Chlorine Dioxide to eradicate viruses, bacteria and fungi using a stable chlorine dioxide solution which is scientifically proven to enable "Coronavirus Safe Zones" in public areas. Chlorine dioxide is confirmed to eliminate 100% of coronavirus particles within 30 seconds.
Acquisition of 10% Investment Interest in Bio2pure Limited.
In July 2020, the Company entered a conditional option agreement providing the Company a period of exclusivity with certain of the shareholders of Bio2pure Limited to acquire, in aggregate, a 10% investment interest. The terms of the period of exclusivity entitled IamFire plc to conduct due diligence activities which included the Company conducting a site visit and meeting with the team over a 45-business day period.
The period of exclusivity was capitalised through a unique mutual meeting of minds whereby IamFire plc made a donation to the World Water Crisis [https://worldwatercrisis.org/] with the donation being matched by Bio2pure Limited, reflecting the commitment both corporates have in supporting a global objective of what Bio2pure term as, 'water neutrality'.
After a successful period of evaluation, including the provision of a valuation opinion to support the Directors decision, the Company elected to exercise their rights under the period of exclusivity to acquire, in aggregate, a 10% investment interest in Bio2pure. The consideration payable for the investment interest was satisfied through the issuance of 4,000,000 ordinary shares of IamFire plc at an issue price of 20 pence per share and 1,000,000 warrants with a strike price of 40 pence per share and a life to expiry of 2-years from admission of the consideration shares.
Bio2pure Corporate Developments
July 2020: Appointment of Dr Martin Blake to Bio2pure Limited
Dr Martin Blake is an award-winning visionary thought leader and strategist with 35 years practical experience at an executive level. He is a company director, speaker and mentor with specialist expertise in board direction, governance and futuring.
He holds a working portfolio of board directorships and advisory roles encompassing the USA, Europe, Middle East, Asia and Australia. He is the owner of Blake Advisory, a Strategic Advisor to the Board of Blue Planet Environmental Services, an Associate Director of Future Smart Strategies, a Strategic Partner at IAQ Consultants, and a Non-Executive Director of PearTrack Security Systems Inc.
Dr Blake chairs and advises a multitude of strategic groups, all focused on the development and deployment of innovative business models. He is an Adjunct Professor of Sustainable Business Development at both Griffith University and the University of Southern Queensland, and is also a Visiting Fellow at the Business School of the University of Hull in the UK.
Dr Blake is internationally recognised as having designed and deployed one of the most successful organizational change management programmes in the world, saving millions of pounds annually for users and winning multiple National and International awards.
August 2020: Launch of Covipure
Bio2pure recently launched a Coronavirus killing disinfectant called Covipure based on a disinfectant used in treating water to drinking level standard. The independent test results have demonstrated that CoviPure™ is:
100% effective at killing Coronavirus in under 60 seconds
100% effective at killing other viruses and bacteria including Influenza, Ebola, HIV, Hepatitis C, and E-coli
Fully Derm tested meaning any contact with hands/skin will not produce any adverse reactions also meaning no protective equipment is needed.
The product is based on a stable chlorine dioxide formulation. It is applied to surfaces which can be sprayed or wiped with cloth material on metal, plastic and marble surfaces. As an aerosol it can be sprayed within an enclosed space (e.g. an aeroplane). Bio2Pure has also defined a visible safety standard to be displayed in environments treated by CoviPure allowing the general public and workforce to feel safe in the knowledge that the environment is free from Coronavirus. The company is recommending this "Standard" to be shown on treated hotel rooms, rental cars, shops, restaurants, trains, aeroplanes and many more areas.
October 2020 - February 2021: Tender in India
In October 2020, Bio2pure were invited to India by World Water Crisis and Friends of Bengal to provide solutions to treat 83,000 litres of polluted water. In the months leading to the end of the year and during the pandemic, following all safety protocols, the Bio2pure team carried out assessments of multiple ponds in Bengal, India and commenced treatment. The company conducted this treatment in conjunction with the World Water Crisis and Friends of Bengal to monitor the results and provide on-going support.
In February, the Bio2pure technology used to treat contaminated ponds in Bengal, India was reported by the World Water Crisis as, "Exceeding Expectations". The World Water Crisis were so encouraged by the results of the technology of Bio2pure that the charity is currently raising capital to support the implantation of this technology on a more permanent basis.
February 2021- 30 April 2021: Corporate Developments
To the year end, Bio2pure has focused on locking in a number of commercial contracts to provide their proprietary technology to a number of sites across India and has raised further capital to support this corporate initiative. Bio2pure limited have also stated that they are actively preparing to undertake a go-public transaction whether that be through a merger, Reverse Takeover or traditional IPO.
The proprietary technology developed by the founder, Dr Anthony Davies has been developed over some 20 years and has been applied in differing industry classes such as cleaning and generated over £10,000,000 in revenue. Dr Davies has augmented and pivoted the technology to be directed at delivering "water neutrality" that has an ethical balance of strong commercial return for Bio2pure but at an affordable and accessible price point for areas in the world in need of a cost-effective solution.
More information can be found at the Bio2pure website [https://bio2pure.com/], including a detailed overview of a number of commissioned case studies completed by Bio2pure, https://bio2pure.com/case-studies/ .
Evrima plc (AQSE: EVA) [AA]
Evrima plc (formerly Sport Capital Group plc, NEX: SCG) was subject to a re-capitalisation and corporate restructure in July 2020 led by Burns Singh Tennent-Bhohi (a Director of the IamFire as at year end but not as at this report, who also joined the Board of Evrima as CEO). The Company subscribed for 1,000,000 new ordinary shares at a subscription price of 3 pence per share. Under the terms of the subscription the Company also holds 1,000,000 warrants with a strike price of 6 pence per share and a life to expiry of 3-years from admission of the placing shares. Should IamFire plc elect to exercise their warrant entitlement in full then the Company shall be issued 1,000,000 ‘replacement warrants’ with a strike price of 12p and a life to expiry of 3-years from date of grant.
As at 30 April 2021, Evrima PLC's share price was 6 pence per share against a subscription price of 3 pence per share.
Evrima Plc is an investment issuer focused on the identification of base metal and industrial metal opportunities in Botswana and as at the company's year-end has amassed a portfolio of investment interests providing diverse exposure to assets at varying stages in a projects life cycle from exploration to development and pre-production.
Evrima's Investment Interests as at 30.04.2021:
Premium Nickel Resources (PNR)
No. of Shares EVA Hold: 1,000,000
% of Share capital: 1.37%
PNR is a private Canadian company that provides direct exposure to nickel-copper-cobalt ("Ni-Cu-Co") opportunities in the southern African region (principally, Botswana). PNR submitted an Indicative Offer ("IO") to the BCL Liquidator in June 2020 to acquire the former producing BCL Selebi-Phikwe Mining Complex and the Tati Nickel Mining Corporation ("TNMC") Operations as well as regional exploration joint ventures on highly prospective Ni-Cu-Co projects located in north-eastern Botswana.
PNR was selected as the preferred bidder to acquire the assets formerly owned by BCL Limited and TNMC on February 10, 2021. On March 24, 2021, PNR completed the Exclusivity Memorandum of Understanding ("MOU") with the Liquidator for the ongoing six-month exclusivity period to complete additional work and related Asset Purchase Agreements (see News Release Dated March 24, 2021). Negotiations are ongoing to finalize terms on the prioritized assets that will be included in the Asset Purchase Agreement.
The BCL operations at Selebi-Phikwe are comprised of a mining complex, a concentrator and a processing facility, as well as other supplementary assets and infrastructure such as rail line, tailings facilities, and employee housing. Shaft sinking and plant construction started in 1970 and open pit mining commenced at Phikwe in 1972. Throughout the mine's life the various deposits, over a 14 km strike length, have been mined by open pit and various underground mining methods. Mining concluded in October 2016 when the operations were placed on care and maintenance due to a failure in the smelter. PNR's redevelopment plan is based on a re-characterization of the remaining resources and the ability to produce two separate commercial concentrates (a Cu concentrate and a separate Ni-Co concentrate).
Underground Selebi-Phikwe Remaining reserves and resources at 31 December, 2016
Proven & Probable Mineral Reserves 49 Mt @ 0.61% Ni, 0.68% Cu;
Indicated & Inferred Mineral Resources 35 Mt @ 0.82% Ni, 0.92% Cu
The TNMC Operations are comprised of two mines and a processing plant situated 65 km south-east of town of Francistown, and 75 km north of the BCL Operations at Selebi-Phikwe. Underground production at Selkirk of high-grade massive sulphides between 1989 to 2002 produced 1 million tonnes @ 2.6% Ni and 1.5% Cu that was direct shipped to the BCL Smelter. A large volume of disseminated Ni-Cu mineralization surrounds the higher-grade Selkirk mineralization is being evaluated as a potential open pit development. The Phoenix open pit mine and processing plant began operations in 1995. The operations were put on care and maintenance in early 2016.
Open Pit TNMC Remaining reserves and resources at 31 December, 2016 Proven & Probable Mineral Reserves 17.8 Mt @ 0.19% Ni, 0.13% Cu; Indicated & Inferred Mineral Resources 234 Mt @ 0.22% Ni, 0.23% Cu Kalahari Key Minerals Exploration (pty) Limited
Evrima plc are the second largest shareholder of KKME, holding 19.6% of its share capital.
KKME is a private mineral exploration company registered in Botswana, engaged in the development of its Nickel-Copper-Platinum Group Metals (Ni-Cu-PGM) project called the Molopo Farms Complex ("MFC").
The KKME opportunity developed from a recognition that no historical exploration targeting "feeder" styles of Ni-Cu-PGE mineralisation had been completed within the Molopo Farms ultramafic complex. The founder's group of four seasoned metals explorers identified a number of prospecting licences over a prospective geological feature often associated with feeder-style deposits. The exploration work conducted to date by KKME continues to support the prospectively of the licence area and a series of exciting targets has been identified for a proposed drilling campaign.
In 2020, KKME has been completing preparations for a scheduled maiden drill campaign. Through the course of the year the technical work and studies have included: ground geo-physics to understand the most conductive targets, an AMT survey and, arguably most significantly, KKME has successfully submitted its Environment Impact Statement resulting in approval of a proposed drilling programme on the MFC.
Convertible Loan Agreement with WeShop Limited & £5,589,039.48 raise via Discounted Capital Bond WeShop Limited: Background
WeShop is a social commerce platform which allows users to seek advice on and promote products which they own and love
amongst their trusted social networks. To date it has deployed over £10m on the technology and is led by an experienced team including: Non-Executive Chairman and co-founder, Matthew Hammond, currently Managing Director and CFO of mail.ru, listed on the London Stock Exchange with a market capitalisation of circa $6.5bn, Chief Executive Officer, Paul Ellerbeck formerly of DMGT group and EasyProperty, along with non-executive directors Baroness Michelle Mone, Leo Mansell and most recently Yoav Keren (CEO of Brandshield).
IamFire plc subscribed for £4,500,000 of a £9,000,000 Convertible Loan Agreement with WeShop Limited
The Underlying terms of the CLA are:
Interest rate of 8% per annum for a 36 month period
Unsecured with no debenture
Conversion triggers include an IPO, an exit or further funding rounds
Conversion would occur at a 20% discount to the price of the conversion event
The Discounted Capital Bond
In order for the Company to proceed with the terms of the CLA, IamFire plc successfully raised gross proceeds of,
£5,589,039.48 by way of a Discounted Capital Bond ("DCB"). The Discounted Capital Bond has been issued by Hawk Investment Holdings Limited ("The Bondholder").
Issue price of the DCB was, 78.73% resulting in net proceeds of, £4,400,250.78
The DCB shall have no fixed coupon on the basis that the grossed-up figure has been issued on a discounted basis resulting in, £5,589,039.48 payable upon maturity
The Bond shall mature on 25th August 2023 and during this period shall be secured against the assets of the Company by way of a debenture
The terms of the Bond do not allow for conversion to equity
IamFire plc shall have the right under the terms of the DCB to early redemption during or before the end of the second anniversary
Corporate Finance & Directorate Changes during to the Year Ended 30 April 2021
June 2020 - Equity Financing
In June 2020, the Company successfully completed an equity financing raising gross proceeds before expenses of £500,000. The financing was supported by a combination of existing shareholders, Ultra High Net Worth's, and Private Family Offices.
July 2020 - Appointment of Non-Executive Chairman, Marc T Bamber
Mr Bamber is a Global Corporate Financier, with over 20-years' experience in the Hedge Fund Sector, Capital Markets, Private & Institutional Investments and Investor Communications & Marketing sectors. Marc was a core member of the multiple award winning RAB Special Situations Fund that delivered net returns of 50x to investors with circa. US$2.8Bn in Assets Under Management (AUM) in just under five years. Marc is very active in the international markets and works with a number of Toronto & London-Listed companies in senior management roles. Mr Bamber resigned on 21/09/2021.
September 2020 - Resignation of Noel Lyons
In September 2020, Noel Lyons resigned from the Board of Directors. Noel was on the Board whilst the Company was an investment issuer named Karoo Energy, seeking to develop mineral interests in Botswana and helped the Company transition from the corporate restructure and recapitalisation that took place in October 2019.
Mr S Barblett and Mr J Taylor were appointed as directors after 30 April 2021 but prior to the date of this report.
POST YEAR END REVIEW
The Company continues to develop its investment strategy, through the review and evaluation of opportunities that are deemed to fit the internal investment mandates that have been established.
With a robust portfolio of investment interests and debt instruments providing exposure consistent with our investment policy, the Company is well positioned as a number of the Company's investees progress to points of inflection that have the ability to generate substantive returns for IamFire plc.
Equity Finance completed: September 2021
On 21 September 2021 the Company successfully raised gross proceeds before expenses of £369,000 with the Company's corporate broker, Peterhouse Capital through the issue of 12,300,000 new ordinary shares.
Directorate Changes: September 2021
On 21 September 2021, the Company appointed Mr Sandy Barblett and Mr John Taylor to the Board of Directors. Sandy Barblett will join the Board as Non-Executive Chairman and John Taylor as Executive Director.
In conjunction with these appointments Mr Burns Singh Tennent-Bhohi & Mr Marc T Bamber retired as Directors of the Company.
ON BEHALF OF THE BOARD:
Mr J Ross - Director
The Directors of the Company, who have issued this RIS announcement after due and careful enquiry, accept responsibility for its content.
REGULATORY ANNOUNCEMENT ENDS
Peterhouse Capital Limited
Corporate Advisor :
Guy Miller: + 44 (0) 20 7469 0930 (Direct)
Lucy Williams: +44 (0) 20 7469 0930
Duncan Vasey: +44 (0) 20 7220 9797 (Direct)
Statement of Profit or Loss
for the year ended 30 April 2021
Other operating income
Gain/loss on revaluation of investments
(LOSS)/PROFIT BEFORE TAXATION
(LOSS)/PROFIT FOR THE YEAR
(LOSS)/PROFIT FOR THE YEAR
OTHER COMPREHENSIVE INCOME
TOTAL COMPREHENSIVE INCOME FOR THE YEAR
Statement of Financial Position
30 April 2021
Investments at FVTPL
Trade and other receivables
Investments at FVTPL
Cash and cash equivalents
Financial assets at FVTPL
Called up share capital
Interest bearing loans and borrowings
Trade and other payables
TOTAL EQUITY AND LIABILITIES
Statement of Changes in Equity for the year ended 30 April 2021
Balance at 1 May 2019
Total comprehensive income
Issue of share capital
Balance at 30 April 2020
Total comprehensive income
Issue of share capital
Balance at 30 April 2021
Statement of Cash Flows
for the year ended 30 April 2021
Cash generated from operations
Net cash from operating activities
Investment in convertible loan notes
Net cash from investing activities
Issue of discounted capital bond
Net cash from financing activities
Increase/(decrease) in cash and cash equivalents Cash and cash equivalents at beginning of
Cash and cash equivalents at end of year